Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WARSHAW STEVEN T
   2. Issuer Name and Ticker or Trading Symbol
PARK ELECTROCHEMICAL CORP [PKE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
8144 VALHALLA DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
02/05/2013
(Street)

DELRAY BEACH, FL 33446		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/05/2013   M   1,250 A $ 23.41 1,250 D  
Common Stock 02/05/2013   M   750 A $ 22.19 2,000 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Right to buy option $ 23.41 02/05/2013   M     1,250 07/14/2005 07/14/2014 Common Stock 1,250 $ 0 0 D  
Right to buy option $ 22.19 02/05/2013   M     750 10/05/2012 10/05/2021 Common Stock 750 $ 0 0 D  
Right to buy option (1) $ 23.41             07/14/2005 07/14/2014 Common Stock 6,250   6,250 D  
Right to buy option (2) $ 24.56             08/24/2006 08/24/2015 Common Stock 3,000   3,000 D  
Right to buy option (2) $ 25.35             08/03/2007 08/03/2016 Common Stock 3,000   3,000 D  
Right to buy option (2) $ 30.28             08/15/2008 08/15/2017 Common Stock 3,000   3,000 D  
Right to buy option (2) $ 27.1             08/26/2009 08/26/2018 Common Stock 3,000   3,000 D  
Right to buy option (2) $ 24.94             10/14/2010 10/14/2019 Common Stock 3,000   3,000 D  
Right to buy option (3) $ 22.19             10/05/2013 10/05/2021 Common Stock 2,250   2,250 D  
Right to buy option (2) $ 25.98             09/04/2013 09/04/2022 Common Stock 3,000   3,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WARSHAW STEVEN T
8144 VALHALLA DRIVE
DELRAY BEACH, FL 33446		   X      

Signatures

 Stephen E. Gilhuley, by Power of Attorney   02/06/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Option is exercisable as to 625 shares on the date indicated and as to an additional 1,875 shares on each of the succeeding three anniversaries of such date.
(2) Option is exercisable, commencing on the date indicated, as to 25% of the aggregate number of shares listed and as to an additional 25% of such shares on each of the succeeding three anniversaries of such date.
(3) Option is exercisable as to 750 shares on the date indicated and as to an additional 750 shares on each of the succeeding two anniversaries of such date.

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